World War II as a setting for a Shakespeare comedy? Why not? In What You Will, the new adaptation of William Shakespeare's Twelfth Night that opened last night at the Connelly Theatre, military police, cigarette girls, soldiers, and lounge singers cavort at the stylish Club Illyria, ready to dance and sing their troubles away.

And sing they do, time and time and time again. Moonwork has changed Shakespeare's comedy about love, deception, and mistaken identity into a musical. Almost. And it generally works. Almost.

After a comic newsreel that introduces us to the characters and locale, we are introduced to Orsino (Mason Pettit), who is intent on pursuing the lovely Olivia. She, however, has forsworn the company of men after her brother's death. Meanwhile, Viola also recently lost a brother, and decides to masquerade as one of Orsino's men. She quickly becomes a confidante to him and a love interest for Olivia.

The show's composers, Andrew Sherman and Rusty Magee (the latter of whom also appears onstage as Feste, the club's Piano player) have taken many of Shakespeare's speeches and fashioned them into songs that would not be inappropriate in a 1942 USO show. The second act opener, in fact, is not only a full-scale swing number, complete with effective, athletic choreography by Lars Rosager, but also the highlight of the show.

Perhaps this is because it is one of the few times the show's musical conceit truly works. While there a few character songs in the second act, most of the show's numbers are recognizable to the characters as songs, and do little to truly display their emotions. This works fine initially, but the device grows wearying when it seems to be the only one the composers employ. Because of this, they continually try to find new ways to make it work, and meet with varying degrees of success.

Two such examples occur late in the first act. The first involves Feste and two other cast members breaking into a three-man version of a barbershop quartet in four-part harmony. A few minutes later, Malvolio, the club manager (Jason Cicci) enters to find a note he believes was written by Olivia, but was really written by the club's hostess, Maria (Julie Dingman). The note is, of course, a song. Luckily, the missteps, though frequent, make the better and more creative numbers - including a duet sung to jukebox music in the first act, or a couple of charming character songs in the second act - even more welcome.

Though Brandy Zarle, as Viola, never makes a convincing male, she has a winning voice, and puts across her two character songs very well. Margaret Nichols both acts Olivia well, and is quite worthy of her show stopping opportunity at the top of second act. Pettit's Orsino is properly smug in his scenes, but less effective in his songs. As Malvolio, Cicci is occasionally clever, but is sidelined by a very predictable joke in the second act (his biggest, having more to do with his costume than with anything else).

Julie Dingman commands the stage as Maria, giving the show's strongest performance in one of the smallest principal roles. Acting, singing, and doing comedy expertly, she does nothing to draw focus, yet requires you to hang on her every word and motion.

Director Gregory Wolfe is able to handle the changes in tone in the script quite seamlessly, and works well with Lowell Pettit's colorful scenic design and David Sherman's lights. He has a harder time, however, making sure that the meaning of Shakespeare's play comes across. Some of his ideas (such as the boxing match) in the second act, are too clever, and one or two members of the ensemble unintentionally pull just enough focus away from the action to distract you from the rest of the show.

Moonwork's What You Will does show how it is possible to update a Shakespeare play without needing to sacrifice its spirit. Reinvigorating Shakespeare is always dangerous, and though this Moonwork production does not always succeed, it remains a mostly clever and mostly entertaining diversion.

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Moonwork presentsWhat You Will
Directed by Gregory Wolfe
Tuesday through Sunday at 8:00 PM, Sundays at 3:00 PM, through April 21
Tickets $19
Reservations through Ticket Central (212) 279-4200